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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 21, 2007
MACKINAC FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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| Michigan
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0-20167
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38-2062816 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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130 South Cedar Street
Manistique, Michigan
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49854 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (888) 343-8147
(not applicable)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective December 21, 2007, the Board of Directors (the “Board”) of Mackinac Financial Corporation
(“MFNC”) adopted the Second Amendment to the Amended and Restated Bylaws of MFNC (the “Amendment”).
The Amendment amends MFNC’s bylaws to allow for the issuance of uncertificated shares. As a
result, MFNC is now eligible to participate in the Direct Registration System (“DRS”) administered
by The Depository Trust Company. DRS allows investors to have securities registered in their names
without the issuance of physical certificates and allows investors to electronically transfer
securities to broker-dealers in order to minimize the risks and delays associated with transferring
physical certificates. The Board adopted the Amendment in response to NASDAQ rules that require
NASDAQ listed securities to be eligible by January 1, 2008 for a direct registration program, such
as DRS, offered by a clearing agency registered under Section 17A of the Securities Exchange Act of
1934, as amended.
The full text of the Amendment is attached as Exhibit 5.1 to this Current Report on Form 8-K and is
incorporated into this Item 5.03 by reference.
ITEM 9.01. EXHIBITS
The following exhibits are furnished herewith:
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| EXHIBIT |
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| NUMBER |
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DESCRIPTION |
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5.1
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Second Amendment to the Amended and Restated Bylaws of Mackinac Financial Corporation |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MACKINAC FINANCIAL CORPORATION
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| Date: December 21, 2007 |
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/s/ Ernie R. Krueger |
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Ernie R. Krueger |
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Executive Vice President and Chief
Financial Officer |
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